To write a resolution, build a single structured document with four parts: a heading that identifies the issuing body and subject, a preamble of “Whereas” clauses that lay out the facts and authority, one or more “Resolved” clauses that state the action, and a signature block with certification by the secretary. Everything from the first “Whereas” to the final period is grammatically one sentence, with semicolons between clauses. Get that spine right and the rest is detail.
Below is how each part works, what trips drafters up, and what to do after the document is signed.
When a Resolution Is the Right Document
Before drafting, confirm you need a resolution at all. A simple motion handles routine business like adjourning or approving minutes. An ordinance carries the force of law and is the proper vehicle when a local government wants to create rules that apply broadly and permanently. A resolution sits between these two: it formally expresses the will of a body on a specific matter, usually a particular situation rather than ongoing law.
Resolutions show up most often with corporate boards (authorizing someone to open a bank account, approving a major contract, documenting a policy decision), nonprofits and membership organizations (adopting a policy position, directing staff), and legislative or government bodies (expressing an official position, approving a budget, recognizing an achievement). If you need a document that creates binding, permanent rules with penalties for violation, you likely need an ordinance or bylaw amendment instead.
Write the Heading Block
Every resolution opens with identifying information. At minimum:
- The word “Resolution” followed by a tracking number.
- The full name of the board, committee, council, or organization.
- A concise subject line describing what the resolution does, such as “Resolution Authorizing the Treasurer to Open a Business Checking Account.”
- The date it will be presented or adopted.
Keep the subject line specific enough that someone scanning a file can tell what each resolution does without reading the full text. “Resolution Regarding Financial Matters” forces the reader to dig in. “Resolution Approving the 2026 Annual Operating Budget” does not.
For the tracking number, a common format combines the year with a sequential count: Resolution 2026-001, Resolution 2026-002. Whatever system you adopt, apply it consistently.
Draft the Whereas Clauses
The preamble builds the case for the action that follows. Each clause begins with “Whereas” and states a single fact, circumstance, or reason that supports the resolution. Think of it as your argument laid out one point at a time.
A few principles make preambles effective.
One idea per clause. Each “Whereas” presents a single, distinct point. If a clause runs to three or four sentences, break it apart.
Facts over opinions. Stick to verifiable information. “Whereas, the organization’s membership has declined 18 percent over three years” is stronger than “Whereas, our organization is struggling.” If you cite statistics or outside authority, include the source in the clause itself.
Build logically. Order the clauses so each one follows from the last. A common sequence is background context, the specific problem or opportunity, what has already been tried, and why further action is needed.
Connect to authority. At least one clause should establish that the body has the authority to act on this matter. For a corporate board, reference the bylaws or articles of incorporation that grant the relevant power. Skip this and someone will raise jurisdiction as an objection during debate.
The preamble is technically one long sentence. Each “Whereas” clause ends with a semicolon, not a period. The final preamble clause ends with a transitional phrase like “now, therefore, be it” that leads into the operative section. That phrase belongs at the end of the last preamble clause, not at the start of the first resolved clause.
Draft the Resolved Clauses
The operative section is where the resolution actually does something. Each clause begins with “Resolved, That” and states a specific action, decision, or declaration. If the preamble is the argument, the operative clauses are the verdict.
Be specific and actionable. Name the person or office responsible, describe the action, and set a deadline or condition if one applies. “Resolved, That the Board authorizes the Executive Director to negotiate and execute a lease for office space at 400 Main Street, at a monthly rent not to exceed $3,500, for a term of no more than three years” leaves no ambiguity. “Resolved, That we should look into new office space” accomplishes nothing.
One action per clause. If the resolution authorizes a purchase and directs the treasurer to issue payment, those are two separate operative clauses. Separating them lets the body vote on each action independently and prevents an all-or-nothing dilemma for members who support part of the package.
Lead with an active verb. Authorizes, directs, approves, establishes, commends, requests. The verb should make the action obvious.
When a resolution has multiple operative clauses, the first begins “Resolved, That…” and the rest begin “Resolved further, That…” Some organizations use “Be it resolved” and “Be it further resolved” instead. Either works, as long as you use it consistently. Each operative clause ends with a semicolon except the last, which ends with a period and closes the sentence that started with the first “Whereas.”
Formatting That Makes It Look Professional
A resolution is a single grammatical sentence from the first “Whereas” to the final period. Using periods between clauses breaks that structure and looks wrong to anyone who has worked with resolutions before. Beyond punctuation, a few conventions are widely followed:
- Italicize “Whereas” and “Resolved” to distinguish them from the clause text.
- Begin both at the left margin, without indentation.
- Capitalize only the introductory word; the first word after “Whereas” or “Resolved, That” stays lowercase unless it is a proper noun.
- Number operative clauses when there is more than one, so members can reference them during debate and amendment.
Signatures and Certification
A resolution without proper signatures is just a draft. The signature block at the end authenticates it and proves it was properly adopted. What belongs there depends on the organization.
For a corporate board resolution, the signature block typically includes the signatures of directors who voted in favor, plus a certification by the corporate secretary. That certification confirms the resolution was adopted at a properly called meeting with a quorum present, or by unanimous written consent if the bylaws allow. The secretary’s certification states the name of the body that adopted the resolution, the date of adoption, and whether it passed unanimously or by a specific vote count. Financial institutions like the Federal Reserve require this kind of certified board resolution before they allow an organization to open accounts or authorize officers to act on its behalf.1Federal Reserve Financial Services. Certificate of Resolutions Authorizing an Institution to Open and Maintain Accounts and Use Services
For a legislative body or membership organization, the presiding officer and the recording secretary both sign. The minutes of the meeting where the resolution was adopted serve as the primary record, and the signed resolution becomes an attachment to those minutes.
If anyone will later need a certified copy (to present to a bank, a government agency, or a contracting partner), the secretary should be prepared to produce one: the resolution text accompanied by a signed statement confirming it is a true and accurate copy of the resolution as adopted.
Getting It Adopted
The document means nothing until a deliberative body formally adopts it. A member introduces the resolution by reading it aloud or summarizing it if copies have been distributed, and moves for its adoption. Another member seconds. The presiding officer opens the floor for discussion, members debate and may propose amendments, and the chair calls for a vote when debate concludes.
A simple majority of those present and voting is the default threshold under most parliamentary authorities. Some organizations set a higher bar for certain categories, particularly resolutions that amend bylaws or commit significant resources, so check your governing documents before assuming a simple majority will suffice. A quorum must be present for any vote to be valid.
To amend during debate, a member states the specific change: adding words, removing words, or replacing a phrase. The amendment needs a second, the body debates the amendment itself rather than the underlying resolution, and a simple majority decides. If it passes, the amended resolution returns to the floor.
Once the vote is taken, the recording secretary should document in the meeting minutes the exact vote count, whether the resolution passed or failed, and whether the vote was by voice, show of hands, or roll call. If roll call, record how each member voted individually. This protects the organization if the resolution’s validity is ever questioned.
Common Drafting Mistakes
Advocacy in the preamble. “Whereas, the board’s reckless spending has created a crisis” poisons the well before the operative clauses arrive. Stick to verifiable statements. If the facts aren’t compelling without adjectives, you need better facts.
Vague operative language. “The committee shall explore options for improving member engagement” gives no one a concrete assignment. Who is exploring? What counts as exploration? When is it due? Every operative clause should make a reader think, “I know exactly what happens next.”
Multiple actions in one clause. When a single “Resolved” tries to authorize a purchase, designate a project manager, and set a deadline, members who support one action but oppose another are forced into an all-or-nothing vote.
No authority clause. If the preamble never establishes that the body has jurisdiction, someone will raise that objection during debate. Cite the specific bylaw provision, charter section, or delegated authority.
Periods between clauses. Use semicolons between clauses and save the period for the very end.
Storing the Resolution After Adoption
Adopted resolutions become part of the organization’s permanent record. Store the signed original alongside the minutes from the meeting where it was adopted, and keep certified copies accessible.
How long you keep these records depends on your organization’s obligations. Organizations that receive federal grant funding must retain all award-related records, including resolutions authorizing the use of those funds, for at least three years after submitting the final financial report for the award.2eCFR. 2 CFR 200.334 – Retention Requirements for Records If litigation or an audit begins before that window closes, hold the records until the matter is fully resolved. For organizations without federal funding obligations, a good default is to retain resolutions permanently. They take up minimal space, and you never know when someone will need to verify what the board authorized five or ten years ago.